The Chartered Governance Institute meaning

In this issue: Budgets, Autumn Statements and Finance Bills Regulatory issues Tax treatment Corporate governance Weekly highlights from other practice areas Budgets, Autumn Statements and Finance Bills CIOT responds to the Finance Bill 2025 changes to Employee Ownership Trusts The Chartered Institute of Taxation (CIOT) has set out its views on the legislative changes to Employee Ownership Trusts (EOTs), scheduled to come into force on 30 October 2024 and presently included in Finance Bill 2025, clause 31 and Schedule 6. The CIOT notes its satisfaction that a number of measures adopt its earlier recommendations, such as the requirements on trustees’ residence and independence. That said, the CIOT also expresses several concerns with the draft rules, including that: the reforms scarcely improve rewards for employees or foster engagement, with the tax-free bonus still fixed at £3,600 since 2014; given its significance, the CIOT would support a review of the bonus’s amount and treatment employees do...

In this issue: Tax treatment Corporate governance Q&As Useful information Weekly highlights from other practice areas Tax treatment CIOT submission to HMRC on definition of ordinary share capital and fixed rate shares The Chartered Institute of Taxation (CIOT) has lodged a submission with HMRC seeking clarity on the meaning of ordinary share capital in relation to fixed rate shares, notably whether non‑cumulative shares carrying a fixed dividend should still count as ordinary share capital for the purposes of section 989 of the Income Tax Act 2007. HMRC’s manual at CTM00514 had previously indicated that non‑cumulative fixed‑rate dividend shares fell within the definition, yet the apparent current stance is that any fixed‑rate share does not. The CIOT also queries the extent to which HMRC v Stephen Warshaw [2020] UKUT 0366 (TCC) influenced HMRC’s revised guidance. For more on why the definition of ordinary share capital matters, see Practice Note: Ordinary share capital—what it means and why it matters for...

Dated May 2022, this guidance was issued by The Chartered Governance Institute (previously known as ICSA: The Governance Institute) (CGI) to...

ARCHIVED: This archived guidance, dated August 2004 and revised in 2013, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance...

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

This precedent memorandum This precedent memorandum presents a specimen group-wide dealing policy issued by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), GC100, the Quoted Companies Alliance (QCA) and other market participants too. It was created after the Financial Conduct Authority (FCA) chose to remove the Model Code, which had formed part of the listing rules, because it conflicted with the EU Market Abuse Regulation that came into force on 3 July 2016. The CGI, GC 100 and the QCA agreed that it would be greatly beneficial for listed and quoted companies to be able to refer to an equivalent version of the Model Code. Companies with a former premium listing of equity shares had previously been required to comply with the Model Code, which restricted persons discharging managerial responsibilities (PDMRs) from dealing in the company’s securities at certain times. The intention is that listed and AIM companies should apply the group-wide dealing policy to PDMRs, their employees and their subsidiaries, to provide an introduction...

This precedent memorandum outlines the processes to be observed by a listed company and its subsidiaries when transacting in the company’s securities. Its aim is to support the company in meeting its duties under the UK Market Abuse Regulation (Assimilated Regulation (EU) 596/2014) and to confirm that appropriate systems and procedures exist to help persons discharging managerial responsibilities (PDMRs) and other staff within the company and its subsidiaries fulfil their responsibilities under the company’s Dealing Code and the UK Market Abuse Regulation. This precedent arises from an industry‑led creation of codes, guidance and best practice produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance and other market participants. Additionally, the memorandum addresses dealing processes across the company and its subsidiaries, associated clearance requirements and potential refusal circumstances. Index No. Content Page Introduction [ page number ] Part A—General dealing requirements [ page number ] 1. Dealings by Restricted Persons [ page number ] 2....

Please be aware that this precedent is provided solely for information purposes and constitutes a memorandum outlining the full particulars of the Model Code formerly included in the Listing Rules, which applied to directors of companies holding a premium listing of equity shares on the Financial Conduct Authority’s Official List. The FCA removed the Model Code as a direct consequence of the implementation of Regulation (EU) No 596/2014 on market abuse (the Market Abuse Regulation), which took effect on 3 July 2016. For further information on the Market Abuse Regulation, see Practice Notes: Market Abuse Regulation (MAR)—essentials [Archived] and UK Market Abuse Regulation—level 2 and level 3 measures. From 3 July 2016, The Chartered Governance Institute (formerly ICSA: The Governance Institute), GC100, the Quoted Companies Alliance (QCA) and other market participants issued a guidance note together with a range of specimen dealing codes for use by listed and quoted companies. For additional information on these materials, see Practice Note: ICSA, GC100, QCA: Market Abuse Regulation (MAR)...